Becker & Beggs, Ltd, an Ohio limited liability Company ("Consultant") will provide _________________   ("Buyer") with financial statements, projections, data, and other information ("Evaluation Materials") concerning ______________________________ # __________("Company"), Buyer understands that the Evaluation Materials and the fact that the Company is for sale, in whole or in part, (collectively "Information") are confidential and sensitive and that disclosure by Buyer of all or part of the Information to others or the misuse of the Information by Buyer may damage the Company and/or Consultant's relationship with the Company. Buyer agrees that it is liable for any damages to the Company or to Consultant that results from Buyer's misuse of the Information. In consideration of Consultant providing this Information, Buyer agrees that:


Its use of the Evaluation Materials is solely for the purpose of determining whether it makes a proposal for acquisition of the Company.


It will not disclose any Information to any party other than its representatives directly participating in the review of the Evaluation Materials such as its accountants, attorneys or bankers ("Representatives") and that it is liable for any damages to the Company or to Consultant that results from the misuse or disclosure of the Information by the Representatives.


It will not copy the Evaluation Materials except those required by the Representatives and upon request, will return the Evaluation Materials and authorized copies to Consultant.


Buyer will not contact the Company, its owner, employees, customers, or suppliers directly. Further, it agrees that
contact, correspondence, inquiries, offers and negotiations will be through Consultant. Buyer understands that
Consultant has an agreement with the Company providing for a fee to be paid to Consultant upon the sale of the Company and agrees not to circumvent the agreement in any way. Consultant's fee is solely the responsibility of the Company.


Buyer will not to solicit the employees of the Company for employment or consulting services.


Buyer understands that Consultant compiled the Evaluation Materials from materials and information generally provided by the Company and its accountants, and that Consultant is relying on them for their accuracy and for disclosure of all material facts. Consultant does not guarantee the accuracy of the Evaluation Materials or that all the material facts concerning the Company have been disclosed. Buyer agrees to look only to the Company and to its own independent investigation to verify the accuracy of any information concerning the Company and to hold Consultant harmless from any claims or damages that may result from its use.


BUYER: ________________________________      Date ­­­­­­­­­­­­­­­­­________________________


By: _________________________________ (Print) ___________________________ (Signature)


Address ­­­­­­­­­­­­­­­­­­­­­­­­­­­__________________________________________________________________


Phone _________________ Fax ­­­­­­­­­­­­­­­­­­­­­­­­­_______________ Email _________________________